UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended December 31,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period  to__________Commission
      File Number:  333-150388





Granto,
Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
            N/A(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





137
      4th Street,
              Riverside
      Vill. Sta Lucia
              Pasig City, the
      Philippines(Address
      of principal executive offices)





63-02-916-9339(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X] Yes [
] No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





[ ]
      Large accelerated filer Accelerated filer
            [ ]
      Non-accelerated filer[X]
      Smaller reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes   [ ] No





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 2,150,000 common shares as of January 31,
2009.




Table of Contents





TABLE OF
      CONTENTSPagePART I – FINANCIAL
      INFORMATIONItem 1:
            Financial Statements
            3Item 2:
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            4Item 3:
            Quantitative and Qualitative Disclosures About Market
      Risk
            8Item 4T:
            Controls and Procedures
            9PART II – OTHER
      INFORMATIONItem 1:
            Legal Proceedings
            10Item 1A:
            Risk Factors
            10Item 2:
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            10Item 3:
            Defaults Upon Senior Securities
            10Item 4:
            Submission of Matters to a Vote of Security
      Holders
            10Item 5:
            Other Information
            10Item 6:
            Exhibits
            10




2
 Table of Contents




PART
I - FINANCIAL INFORMATION





Item 1.  Financial Statements





Our
      unaudited financial statements included in this Form 10-Q are as
      follows:F-1
            Balance Sheets as of December 31, 2008 (unaudited) and as of
      March 31, 2008 (audited);F-2
            Statements of Operations for the nine and three months ended
      December 31, 2008 and period from February 29, 2008 (Inception) to
      December 31, 2008 (unaudited);F-3
            Statement of Stockholders’ Equity (Deficit) for the period from
      February 29, 2008 (Inception) to December 31, 2008
      (unaudited);F-4
            Statements of Cash Flows for the nine and three months ended
      December 31, 2008 and period from February 29, 2008 (Inception) to
      December 31, 2008 (unaudited);F-5
            Notes to Unaudited Financial
  Statements;




These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended December 31, 2008 are not necessarily indicative of the results
that can be expected for the full year.





3
 Table of Contents


GRANTO,
INC.


(A
DEVELOPMENT STAGE COMPANY)
 BALANCE SHEETS
 As
of December 31, 2008 and March 31, 2008
 
 December
      31,
                2008
                (unaudited)
              
              March
      31,
                2008
                (audited)ASSETSCurrent
      AssetsCash
      and equivalents
              $
              0
              
              $
              35,000Prepaid
      expenses
              
              0
              
              
              4,000TOTAL
      ASSETS
              $
              0
              
              $
              39,000LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccrued
      expenses
              $
              1,500
              
              $
              -0-Stockholders’
      Equity (Deficit)Common
      Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000
      shares issued and outstanding
              
              2,150
              
              
              2,150Additional
      paid-in capital
              
              40,850
              
              
              40,850Deficit
      accumulated during the development stage
              
              (44,500)
              
              
              (4,000)Total
      stockholders’ equity (deficit)
              
              (1,500)
              
              
              39,000TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
              $
              -0-
              
              $
              39,000
  See
accompanying notes to financial statements.
 F-1
 Table of Contents
 GRANTO,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT OF OPERATIONS (unaudited)
 Nine
Months and Three Months Ended December 31, 2008
 Period
from February 29, 2008 (Inception) to December 31, 2008
 
 Nine
      months
                  ended
                  December
      31,
                  2008
              
              Three
      months
                  ended
                  December
      31,
                2008
              
              Period
      fromFebruary
      29,2008
                  (Inception)
      to
                  December
      31,
                2008Revenues
              $
              0
              
              $
              0
              
              $
              0Expenses
      :Professional
      fees
              
              40,500
              
              
              2,000
              
              
              44,500Net
      Loss
              $
              (40,500)
              
              $
              (2,000)
              
              $
              (44,500)Net
      loss per share:Basic
      and diluted
              $
              ( 0.02)
              
              $
              (0.00)
              
              $
              (0.02)Weighted
      average shares outstanding:Basic
      and diluted
              
              2,150,000
              
              
              2,150,000
              
              
              2,150,000
  See
accompanying notes to financial statements.
 F-2
 Table of Contents
 GRANTO,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)
 Period
from February 29, 2008 (Inception) to December 31, 2008
 
 Common
      stock
              
              Additional
      paid-in
              
              Deficit
                accumulated
                during
      the
                developmentShares
              
              Amount
              
              capital
              
              stage
              
              TotalIssuance
      of common stockfor
      cash @$.001
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              -
              
              $
              43,000Net
      loss for the period
              -
              
              
              -
              
              
              -
              
              
              (4,000)
              
              
              (4,000)Balance,
      March 31, 2008
              2,150,000
              
              
              2,150
              
              
              40,850
              
              
              (4,000)
              
              
              39,000Net
      loss for the period
              -
              
              
              -
              
              
              -
              
              
              (40,500)
              
              
              (40,500)Balance,
      December 31, 2008
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              (44,500)
              
              $
              (1,500)
 
 See
accompanying notes to financial statements.
 F-3
 Table of Contents
 GRANTO,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF CASH FLOWS (unaudited)
 Nine
Months and Three Months ended December 31, 2008
 Period
from February 29, 2008 (Inception) to December 31, 2008
 
 Nine
      months ended
                    December
      31,2008
              
              Three
      months ended
                  December
      31,
                  2008
              
              Period
      FromFebruary
      29,2008(Inception)
      toDecember
      31,2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              $
              (40,500)
              
              $
              (2,000)
              
              $
              (44,500)Change
      in non-cash working capital itemsPrepaid
      expenses
              
              4,000
              
              
              2,000
              
              
              0CASH
      FLOWS USED BY OPERATING ACTIVITIES
              
              (36,500)
              
              
              0
              
              
              (44,500)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
              
              0
              
              
              0
              
              
              43,000Loan
      from related party
              
              1,500
              
              
              0
              
              
              1,500CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
              
              1,500
              
              
              0
              
              
              44,500NET
      DECREASE IN CASH
              
              (35,000)
              
              
              0
              
              
              0Cash,
      beginning of period
              
              35,000
              
              
              0
              
              
              0Cash,
      end of period
              $
              0
              
              $
              0
              
              $
              0SUPPLEMENTAL
      CASH FLOW
                INFORMATIONInterest
      paid
              $
              0
              
              $
              0
              
              $
              0Income
      taxes paid
              $
              0
              
              $
              0
              
              $
              0
  See
accompanying notes to financial statements.
 F-4
 Table of Contents
 GRANTO,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 December
31, 2008
 
 NOTE
1 – SUMMARY OF ACCOUNTING POLICIES
  Nature
of Business
  GRANTO,
Inc. (“Granto”) is a development stage company and was incorporated in Nevada on
February 29, 2008. The Company is developing a chalk dust-eliminating blackboard
eraser specifically for teachers and professionals in the Philippines. Granto
operates out of office space owned by a director and stockholder of the Company.
The facilities are provided at no charge. There are no assurances that the
facilities will continue to be provided at no charge in the future.
  Development
Stage Company
  The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
  Basis
of Presentation
  The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company’s registration statement filed with the SEC on
Form S-1.  In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein.  The results of operations for interim periods
are not necessarily indicative of the results to be expected for the full
year.  Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements as of and
for the period ended March 31, 2008 as reported in Form S-1, have been
omitted.
  Cash
and Cash Equivalents
  Granto
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At December 31, 2008 the Company had $-0- of
cash.
  Fair
Value of Financial Instruments
  Granto’s
financial instruments consist of cash and cash equivalents and accrued expenses.
The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.
  F-5
 Table of Contents
 GRANTO,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008
 
 NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (continued)
  Income
Taxes
  Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
  Use
of Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
  Basic
loss per share
  Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
  Recent
Accounting Pronouncements
  Granto
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
  NOTE
2 – PREPAID EXPENSES
  Prepaid
expenses at March 31, 2008 consisted of an advance retainer paid to the
Company’s outside independent auditors for services to be rendered for periods
after the Company’s quarter-end.
  NOTE
3 – ACCRUED EXPENSES
  Accrued
expenses at December 31, 2008 consisted of amounts owed to the firms outside
independent auditors for services rendered for periods reported on in these
financial statements.
 
 F-6
 Table of Contents
 GRANTO,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008
 
 
 NOTE
4 – INCOME TAXES
  For
the periods ended December 31, 2008, Granto has incurred net losses and,
therefore, has no tax liability.  The net deferred tax asset generated
by the loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $44,000 at December 31, 2008, and
will expire beginning in the year 2028.
  The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2008Deferred
      tax asset attributable to:Net
      operating loss carryover
              $
              15,130Valuation
      allowance
              
              (15,130)Net
      deferred tax asset
              $
              -
  NOTE
5 – LIQUIDITY AND GOING CONCERN
  Granto
has negative working capital, has incurred operating losses since inception, and
has not yet received revenues from sales of products or
services.  These factors create substantial doubt about the Company’s
ability to continue as a going concern.  The financial statements do
not include any adjustment that might be necessary if the Company is unable to
continue as a going concern.
  The
ability of Granto to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.


F-7
 Table of Contents




Item 2.     Management’s Discussion and Analysis
of Financial Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Company
Overview





We were
incorporated as “Granto Inc.” (“Granto”) on February 29, 2008, in the State of
Nevada for the purpose of developing, manufacturing, and selling mechanical
chalkboard erasers with built-in micro vacuums (our "Product") specifically for
office and school supply retailers and teachers in the Philippines and other
Asian countries as end users. Such a product will allow teachers to efficiently
and thoroughly clean chalkboards without the detrimental health effects that
often result from breathing chalk dust propelled into the air and lungs by
chalkboard erasers presently in use in the Asian market. We are currently in the
process of designing and developing our Product, and we are continually refining
this design through experiments, testing different engine speeds and brush
lengths in order to determine optimum features for maximum cleaning performance
and chalk-dust absorption. When we are satisfied that our Product will compete
effectively in the School Supply Industry by being the most practical and
effective chalkboard eraser, we will begin the manufacture and distribution of
the Product to stationery retailers.





4
 Table of Contents





Our
offices are located at 137 4th Street, Riverside Vill. Sta Lucia, Pasig City,
the Philippines.





Plan
of Operation





Product
Development





We intend
to continue the development and refinement of our Product over the coming
months. We will first focus on our experiments to improve the quality of our
Product to increase its appeal to teachers. We feel our final Product will
compete effectively in the marketplace due to its highly functional performance
and beneficial health qualities relative to similar products in the
marketplace.





Locate
Suitable Manufacturing





We do not
currently have any manufacturing facilities. Our management has contacted
several general manufacturers in the Philippines and other Asian countries, and
have begun negotiations for the manufacture of our Product on a contract basis.
We are currently negotiating price, payment, customer guarantee, shipping,
inventory, delivery schedule and returns. We plan to pursue this further upon
the final development and commercialization of our Product. Production of our
chalkboard eraser doesn't require any facilities or equipment beyond what is
available to any general manufacturer. We could contract with any general
manufacturer to produce our Product by following our instructions. We do not
anticipate renting a warehouse at this stage of our business. The general
manufacturer that will work with us will provide packaging, storage, and
shipping service for us as part of our agreement. All of the raw materials
necessary to produce our Product are available in the public marketplace. We
will only accept wholesale orders from wholesale distributors. Once we receive
wholesale orders, we will hold the order until certain quantities, which will be
pre-negotiated with our general manufacturer, are attained. Then we will
contract with our general manufacturer to produce our Product for us at
pre-negotiated prices. Typically the order will be shipped within five business
days after we place the order.





Sales
and Distribution Strategy





Our goal
is for our chalkboard eraser to become a leading product in the marketplace in
the Philippines. In order to achieve our goal, we intend to increase awareness
of our Product with potential customers, who we anticipate will be major office
and school supply chains as wholesale customers and teachers as end users. We
intend to do this by engaging in the following:





§
            Attending
      national and regional school supply promotional events and conferences.
      There are events and conferences managed by regional and central
      institutions and organizations to promote school and office related
      products. We plan to attend a number of events attended by school and
      office supply merchants and stationery chain representatives in the order
      to further expose our product. These events will include trade meetings,
      promotional events, seminars, and conferences, such as the International
      Stationery and Office Products Fair Tokyo ("ISOT"), which are heavily
      attended by stationery products wholesalers and chain representatives, in
      order to further expose our
Product.




5
 Table of Contents




§
            Developing
      direct marketing programs to attract retailers. In addition to attending
      the foregoing conferences and seminars, we intend to market directly to
      wholesalers and major school and office supply chains. Our marketing will
      include conducting seminars and the use of online and traditional
      advertising media such as newspapers and trade
    publications.





§
            Promoting
      to the public through internet-based and traditional media advertising. We
      intend to use Internet-based and traditional media to promote our product
      directly to the public to raise public awareness of our product. A
      health-conscious public could pull our Product through the supply chain if
      they are properly educated regarding our
  Product.





§
            We
      will also mail our brochure to wholesale distributors, and, initially, we
      will do special promotions providing small amounts of our Product to a few
      major stores, while allowing them to pay us after three months. If the
      market shows an interest in our Product, they will then begin to order
      from us regularly. We will begin marketing from the Philippines, where our
      directors have many contacts, and we will then move forward in marketing
      our Product in China and other Asian
countries.





Intellectual
Property Protection





We intend
to aggressively assert our rights under trade secret, unfair competition,
trademark and copyright laws to protect our intellectual property, including
product formulas, proprietary manufacturing processes and technologies, product
research and concepts, and recognized trademarks. These rights are protected
through the acquisition of patents and trademark registrations, the maintenance
of trade secrets, the development of trade dress, and, where appropriate,
litigation against those who are, in our opinion, infringing these
rights.





We are
currently consulting with law firms to protect our brand name and product
design. While there can be no assurance that registered trademarks will protect
our proprietary information, we intend to assert our intellectual property
rights against any infringer. Although any assertion of our rights can result in
a substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.





Sales
Personnel





We do not
currently employ any sales personnel. In the short term, we intend to use the
services of our management to sell our Product. As our Product approaches the
manufacturing stage, however, we plan to employ sales representatives in the
Philippines to promote and sell our product to wholesalers, retailers, and
end-user teachers. These sales representatives will be responsible for
soliciting, selecting and securing accounts within a particular regional
territory. We expect to pay such sales representatives on a commission basis. In
addition, we may decide to pay each sales representative a base salary. We
expect to provide service and support to our sales representatives, including
advertising and sales materials. When we determine to expand our sales
internationally, we will employ sales personnel in various provinces of China
and other Asian nations.





6
 Table of Contents




In the
event we hire sales personnel, we do not intend to do so in the next twelve
months unless our revenues are enough to absorb the cost of these
personnel.





Expenses





We
estimate the costs to implement our business strategy over the following twelve
months to be:





§
            Travel
      and Related expenses, which will consist primarily of our executive
      officer and directors visiting school supply merchants and resellers in
      their sales efforts. We estimate travel and related expenses for the next
      twelve months will be approximately
$4,000;





§
            Initial
      Marketing, which will consist of the marketing efforts discussed above,
      including direct marketing and attendance at trade shows. We estimate
      initial marketing expenses for the next twelve months will be
      approximately $6,000;





§
            Research
      and Development costs consist of developing and testing our Product and
      determining the best combination of materials and suppliers for
      production. We estimate that research and development costs for the next
      twelve months will be approximately
$10,000.





We intend
to obtain business capital through the use of private equity fundraising or
shareholders loans. We anticipate that, in time, the primary source of revenues
for our business model will be the sale of our Product.





Significant
Equipment





We do not
intend to purchase any significant equipment for the next twelve
months.





Results
of Operations for the Three Months Ended December 31, 2008 and Period from
February 29, 2008 (Date of Inception) until December 31, 2008





We
generated no revenue for the period from February 29, 2008 (Date of Inception)
until December 31, 2008. Our Operating Expenses were $2,000 during the three
months ended December 31, 2008, $40,500 for the nine months ended December 31,
2008, and $44,500 for the period from February 29, 2008 (Date of Inception) to
December 31, 2008. For each period mentioned, our Operating Expenses consisting
entirely of Professional Fees. We, therefore, recorded a net loss of $2,000 for
the three months ended December 31, 2008, $40,500 for the nine months ended
December 31, 2008, and $44,500 for the period from February 29, 2008 (Date of
Inception) until December 31, 2008.





We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.





7
 Table of Contents




Liquidity
and Capital Resources





As of
December 31, 2008, we had total current assets of $0.  We had $1,500
in current liabilities as of December 31, 2008. Thus, we have a working capital
deficit of $1,500 as of December 31, 2008.





Operating
activities used $40,500 in cash for the period from February 29, 2008 (Date of
Inception) until December 31, 2008. Our net loss of $44,500 was the primary
basis of our negative operating cash flow, offset by prepaid expenses of $4,000.
Financing Activities during the period from February 29, 2008 (Date of
Inception) until December 31, 2008 generated $44,500 in cash during the
period.





As of
December 31, 2008, we have insufficient cash to operate our business at the
current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan beyond the next 12 months is
contingent upon us obtaining additional financing. We intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient to
fund our capital expenditures, working capital, or other cash requirements. We
do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.





Off
Balance Sheet Arrangements





As of
December 31, 2008, there were no off balance sheet arrangements.





Going
Concern




We
have negative working capital and have not yet received revenues from sales
of products. These factors have caused our accountants to express substantial
doubt about our ability to continue as a going concern.  The financial
statements do not include any adjustment that might be necessary if we are
unable to continue as a going concern.





Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.





Item 3.     Quantitative and Qualitative
Disclosures About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





8
 Table of Contents




Item 4T.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Rosalinda
Ritualo.  Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of December 31, 2008, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended December
31, 2008.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.





9
 Table of Contents





PART
II – OTHER INFORMATION





Item 1.     Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item 1A:  Risk Factors





A smaller
reporting company is not required to provide the information required by this
Item.





Item 2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item 3.     Defaults upon Senior
Securities





None





Item 4.     Submission of Matters to a Vote of
Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended December
31, 2008.





Item 5.     Other Information





None





Item 6.      Exhibits





Exhibit
              Number
            Description
      of Exhibit31.1
            Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





10
 Table of Contents




SIGNATURES





In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Granto,
      Inc.Date:
            February
      4, 2009By:       /s/Rosalinda
      Ritualo
              Rosalinda
      Ritualo
              Title:Chief
      Executive Officer and
Director